Invest In Zuloo

Invest today in 3 easy steps:

1. Read the Offering Memorandum
2. Fill out and submit the Subscription Documents
3. Send funds to ZuLoo (wiring instructions will be emailed to you)

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How to Invest?

First, download and read the Offering Memorandum

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Next, fill out and submit the following electronic versions of our Subscription Documents

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Please fill out the following Subscription Documents

SUITABILITY QUESTIONNAIRE

IMPORTANT NOTICE TO ALL SUBSCRIBERS: The securities of ZuLoo Enterprises USA LLC, a Utah limited liability company (“we”, “our”, “us”, “ZuLoo”, or the “Company”), will not be registered under the U.S. Securities Act of 1933, as amended, nor under the laws of any state or foreign jurisdiction. Accordingly, in order to ensure that the offer and sale of our securities are exempt from registration and in order to determine your suitability for this investment, we must be reasonably satisfied that you, or your representative(s), if used, have such knowledge and experience in investing and/or financial and business matters that you are (or together with your representative(s) are) capable of evaluating the merits and risks of investing in the Company. Also, we need adequate assurance that you are able to bear the economic risk of participating and that you meet the financial requirements to be one of our investors. This confidential Suitability Questionnaire is designed to provide us with the information necessary to make a determination of whether you satisfy these suitability requirements. The information supplied in this confidential Suitability Questionnaire will be disclosed to no one without your consent other than to (i) the Company’s employees, officers, managers, agents, accountants and counsel, (ii) securities authorities or other regulatory organizations, if deemed necessary to use such information to support an exemption from registration under the U.S. Securities Act of 1933 and state law or the applicable law of other non-U.S. jurisdictions, or (iii) other Members only to the extent it is necessary to vote or conduct Company business. BECAUSE WE WILL RELY ON YOUR ANSWERS IN ORDER TO COMPLY WITH SECURITIES LAWS, IT IS IMPORTANT FOR YOU TO CAREFULLY ANSWER EACH OF THE FOLLOWING QUESTIONS.

PLEASE TYPE OR PRINT THE FOLLOWING INFORMATION BELOW:

SUBSCRIBER INFORMATION

Full legal name(s) of Subscriber(s):

Individual Taxpayer Identification Number (ITIN) or Social Security Number (SSN):

Have been a party to any present or past litigation or similar proceedings involving securities or financial matters.

Please check this box: if you either are or have been a party to any present or past litigation or similar proceedings involving securities or financial matters. If not, then leave blank. If checked, please attach a brief written description of such proceeding(s) to this Questionnaire.

If checked, please explain further here

Current Country of Citizenship:

Email(Required)

*(NOTICE: By providing this e-mail address, you authorize us to transmit notices, reports, updates and otherwise communicate with you exclusively using this e-mail address instead of sending paper copies to your physical or mailing address. If this e-mail address does not function or if it changes, you must provide us with an alternate e-mail address. We are not responsible for returned, bounced or otherwise undelivered communications.)

Address:

City:

State / Province:

Zip or Postal Code:

Telephone:

Mobile / Cell Phone:

I am subscribing as one of the following types of investors :

I am an Accredited Investor qualifying based upon the following:

FOR CORPORATIONS, PARTNERSHIPS, LIMITED LIABILITY COMPANIES, OR OTHER BUSINESS ENTITIES

ZuLoo may verify my qualifications to invest in the offering through one of the following methods (choose one)

SUBSCRIBER REPRESENTATION:

In order to further induce the Company to accept this subscription, I represent and warrant the following to be true:

Am I a “U.S. Person”?

Yes

Am I purchasing Securities for or on behalf of a “U.S. Person”:

Yes

If I checked “Yes” to any of the questions above, I QUALIFY AS AN “ACCREDITED INVESTOR” UNDER RULE 501(a) OF THE ACT AND I AM NOT DEPENDENT UPON THE FUNDS I AM INVESTING. In any event, I further represent that I satisfy any other minimum income and/or net worth standards imposed by the jurisdiction in which I reside, if different from any standards set forth by the Company. If I am acting in a representative capacity for a corporation, partnership, LLC, trust or other entity, or as agent for any person or entity, I hereby represent and warrant that I have full authority to subscribe for the Company’s Shares in such capacity. If I am subscribing for the Company’s securities in a fiduciary capacity, the representations and warranties herein shall be deemed to have been made on behalf of the person or persons for whom I am subscribing. Under penalty of law, I certify that (1) the number provided herein is my correct U.S. Taxpayer Identification Number or Social Security Number; and (2) I am not subject to backup withholding either because I have not been notified that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the Internal Revenue Service has notified me that I am no longer subject to backup withholding. In addition, I represent and warrant that the funds I am using to subscribe in the Offering were not and are not directly or indirectly derived from any activities that contravene U.S. federal, state or international laws and regulations, including anti-money laundering laws and regulations. By subscribing in the Offering I represent and warrant that none of: (1) myself; (2) any person controlling or controlled by me; (3) if I am a privately-held entity, any person having a beneficial interest in me; or (4) any person for whom I am acting as agent or nominee in connection with this subscription is a country, territory, entity or individual named on a list maintained by the Office of Foreign Asset Control (OFAC) of the U.S. Department of Treasury, or a person or entity prohibited under OFAC Programs as described in the Memorandum. By subscribing in the Offering, I agree to promptly notify the Company should I become aware of any change in the information set forth in any of my representations as made herein or otherwise. I understand that the Company may be obligated by law to “freeze the account” of any Subscriber, including my own, either by prohibiting additional subscriptions to it, declining any redemption requests from it and/or segregating the assets in the account in compliance with governmental regulations, and that the Company may also be required to report such action and to disclose my identity to the OFAC. Also, by subscribing in the Offering I represent and warrant that none of: (1) myself; (2) any person controlling or controlled by me; (3) if I am a privately-held entity, any person having a beneficial interest in me; or (4) any person for whom I am acting as agent or nominee in connection with my subscription is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure (as those terms are defined by law or regulations) of a country, territory, entity or individual named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Also, if I am affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if I receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, I represent and warrant to the Company that: (1) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate.

BY EXECUTING BELOW, I REPRESENT AND WARRANT THAT THE INFORMATION CONTAINED IN THIS QUESTIONNAIRE IS TRUE, ACCURATE AND COMPLETE.

Authorized Signature

My typed name here is hereby adopted as my legally binding signature

Date

Print Name

Title (if applicable)

Name of Entity (if applicable)

SUBSCRIPTION AGREEMENT

TO: ZuLoo Enterprises USA LLC
560 South 100 West, Suite 1
Provo, Utah 84601 USA
Telephone: +1.833.36.ZULOO (98566)
E-mail: contact@zuloo.com

From:

Full legal name(s) of Subscriber(s)

Ladies and Gentlemen:

The undersigned (“I”, “me”, “my”, “mine”, “Investor” or “Subscriber”) hereby subscribes for Units of Class A Convertible Preferred Membership Interest for the amount of USD $ in accordance with the terms of the ZuLoo Enterprises USA LLC (the “Company”) Offering Memorandum as may be amended and supplemented from time to time (the “Memorandum”), which Memorandum is incorporated into this Subscription Agreement by reference as if fully set forth.

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Subscription Price

I understand this Offering is being made only to (1) “accredited” investors pursuant to Sections (4)(a)(2), 4(a)(5) and/or Rule 506(c) of Regulation D promulgated under the U.S. Securities Act of 1933, as amended (the “Act”), and/or other applicable U.S. federal and state law exemptions from registration; and/or (2) “non-U.S. persons,” as defined in Regulation S of the Act (the “Offering”).

To induce your acceptance of my subscription for the Company’s above-referenced securities, I hereby make the following representations:

I am an “accredited investor” as defined by Rule 501(a) of the Act and/or I have sufficient knowledge and experience in business and financial matters (or am represented by such persons) that I am capable of evaluating the merits and risks of investing in the Company’s securities as evidenced by my representations on my attached Suitability Questionnaire which is incorporated herein by reference.

If I am not a U.S. Person, I hereby warrant that: (i) I am not a U.S. Person as that term is defined in Regulation S promulgated pursuant to the Act; and (ii) I am purchasing the Securities for my own account and not for the account or benefit of a U.S. person. In such case I hereby agree that if I sell the Securities I will do so only in accordance with the provisions of Regulation S (Rule 901 through Rule 905, and Preliminary Notes), pursuant to registration under the Act, or pursuant to an available exemption from registration; and I agree to not engage in hedging transactions with regard to the Securities unless in compliance with the Act. With regard to the foregoing representation, I hereby declare all of these representations under penalty of perjury.

Likewise, if I am not a “U.S. Person” (as defined in the Memorandum) I hereby represent and warrant (i) that I am not a “U.S. Person” (as defined in the Memorandum); (ii) the Company’s Securities are not being purchased for the account or the benefit of a U.S. Person; (iii) at the time the buy order for the Company’s Securities is originated, I will be outside the United States in accordance with Regulation S promulgated under the U.S. Securities Act; (iv) I will not enter into any discussions regarding the acquisition of the Securities while in the United States and I am not acquiring the Securities while in the United States; (v) I am acquiring the Securities without (a) any directed selling efforts made in the United States by the Company, its management, a distributor and/or its officers, directors, managers, any of their respective affiliates, or any persons acting on behalf of any of the foregoing, and (b) any advertisement or publication by the Company; (c) any resale of the Securities must be made in accordance with Regulation S, as promulgated under the U.S. Securities Act; and (d) I am an “accredited investor” as that term is defined in Rule 501(a) of Regulation D, promulgated under the U.S. Securities Act (as described in the Offering Memorandum).

I HEREBY REPRESENT AND WARRANT THAT I EITHER READ AND UNDERSTAND THE ENGLISH LANGUAGE OR HAVE HAD THE COMPANY’S OPERATING AGREEMENT, THE MEMORANDUM, AND ANY OTHER DOCUMENTS RELATED THERETO TRANSLATED BY A TRUSTED ADVISOR INTO A LANGUAGE THAT I UNDERSTAND; PROVIDED, HOWEVER, I UNDERSTAND THAT ONLY THE COMPANY’S OPERATING AGREEMENT AND THE MEMORANDUM IN ENGLISH SHALL HAVE ANY LEGAL FORCE AND EFFECT, AND ANY DOCUMENT TRANSLATED BY ANY PERSON OR ENTITY SHALL HAVE NO FORCE OR EFFECT AND SHALL NOT BIND THE COMPANY, ITS MANAGEMENT AND ANY OF THEIR RESPECTIVE AFFILIATES. I UNDERSTAND THAT ANY DOCUMENTS, TRANSLATION OF DOCUMENTS, ADVERTISEMENTS BY THE COMPANY OR ITS AFFILIATES ARE FOR GENERAL KNOWLEDGE AND ARE NOT BE RELIED UPON BY ME AS A LEGAL OR BINDING TRANSLATION OF COMPANY MATERIALS OR THAT OF ITS AFFILIATES. I ACKNOWLEDGE THAT I AM SOLELY RESPONSIBLE FOR UNDERSTANDING THIS DOCUMENT IN THE ENGLISH LANGUAGE.

I have received the Memorandum and have had ample time and opportunity to review any documents and information incorporated by reference therein as well as the opportunity to ask questions of, and receive answers from, the Company, its authorized representatives, and Management. I am aware of the high degree of risk of investing in the Company both generally and as more particularly described in the “Risk Factors” portion of the Memorandum. I understand that I may lose my entire investment. I understand that I may not have the opportunity to independently evaluate investments and/or enterprises selected by the Company for acquisition or investment.

I am financially capable of bearing the possible loss of my entire investment and do not have a foreseeable need for the funds I am using. I (or my representatives) have such knowledge and experience regarding investing and/or financial and business matters sufficient to evaluate the merits and risks of this investment.

I understand that the Company’s securities have not been registered under the Act or any applicable securities laws of applicable jurisdictions, and that no market exists for the Company’s securities. I understand that, if my subscription for the Company’s securities is accepted by the Company and the Company’s securities are sold to me, I cannot sell or otherwise dispose of the Company’s securities unless they are registered or exempt under the Act and applicable securities laws of applicable jurisdictions. Consequently, I understand that I must bear the economic risk of the investment for at least twelve (12) months pursuant to Rule 144 of the Act or possibly for an indefinite period of time.

I understand that the Company has no obligation to register the Company’s securities and there is no assurance that the Company’s securities will be registered. I understand that the Company will restrict the transfer of Company’s securities in accordance with the foregoing representations. I understand that these securities are being bought through a non-registered, exempt offering. All the information I have provided to the Company, either in questionnaires or otherwise, is truthful and complete to the best of my knowledge and should any of the information materially change I will immediately provide the Company with updated information. I also hereby consent to exclusively receive information or other communications from the Company at my e-mail address as set forth in my Suitability Questionnaire and to promptly notify the Company if it changes.

I understand that this Subscription Agreement shall become binding upon the Company only when or if accepted, in writing, by the Company. If my subscription is rejected, I understand that the funds have submitted will be returned to me without interest or deduction. I also understand that the Company may reject my subscription for any or no reason or may compulsorily redeem Company’s securities at any time for any reason.

I am the only party in interest with respect to this Subscription Agreement and am acquiring the Company’s securities for investment for my own account for long-term investment only, and not with the intent to resell, fractionalize, divide or redistribute all or any part of the Company’s securities to any other person. If an individual, I am at least 21 years of age.

I further understand that the Company or its Manager or Affiliates may enter into one or more transactions that may be deemed a “Public Event” (as defined in the Memorandum, which is incorporated herein by reference). In order to facilitate the occurrence of a Public Event, I hereby irrevocably constitute and appoint, with full power of substitution, the Company’s Manager and/or its duly commissioned officers, managers, or Affiliates as my agents, with full power and authority in my name, place and stead to make, execute, swear to, acknowledge, deliver, file and record all certificates, instruments, documents and other papers and amendments thereto which may from time to time be required under any applicable laws or rules which the Company deems appropriate or necessary, to enable the Company or its Manager or Affiliates (or any of their successors or assigns) to become listed or quoted on an established securities market or exchange (for example, NASDAQ, NYSE) or become readily tradable on a secondary market (or the substantial equivalent thereof). The agency granted hereby shall be deemed to be a power coupled with an interest, shall survive my death or legal incapacity, and shall survive the delivery of an assignment by me of all or any portion of my interest in the Company’s securities.

By signing below, I shall be deemed to have executed this Subscription Agreement and accept all the terms and risks as set forth in the Memorandum, which is incorporated by reference as if fully set forth herein, and to have subscribed to and affirmed the veracity of the foregoing statements.